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                                                        <h2>General Terms and Conditions</h2>
<p> </p>
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<li><strong> 1 General Provisions, Scope of Application </strong>(1) These General Terms and Conditions of Sale (hereinafter referred to as "GTC") apply to all our business relationships with our customers (hereinafter referred to as "Buyer"). The GTC apply exclusively if the Buyer is an entrepreneur (§ 14 German Civil Code, BGB), a legal entity under public law, or a special fund under public law. (2) The GTC specifically apply to contracts concerning the sale and/or delivery of movable goods (hereinafter also referred to as "Goods"), regardless of whether we manufacture the Goods ourselves or purchase them from suppliers (§§ 433, 651 BGB). These GTC, in their respective version, also serve as a framework agreement for future contracts concerning the sale and/or delivery of movable goods with the same Buyer, without requiring us to reference them in each individual case. (3) Our GTC apply exclusively. Deviating, conflicting, or supplementary general terms and conditions of the Buyer will only become part of the contract if we have expressly agreed to their application. This requirement for consent applies in all cases, for example, even if we execute delivery to the Buyer unconditionally while being aware of their general terms and conditions. (4) Any individually agreed terms with the Buyer (including side agreements, amendments, and modifications) shall always take precedence over these GTC. The content of such agreements shall be determined by a written contract or our written confirmation. (5) Legally relevant declarations and notifications to be made by the Buyer to us after the conclusion of the contract (e.g., setting deadlines, notifying defects, declarations of withdrawal or reduction) must be submitted in writing to be effective. (6) References to the applicability of statutory provisions are for clarification purposes only. Even without such clarification, statutory provisions shall apply unless they are directly modified or expressly excluded in these GTC.</li>
<li><strong> 2 Conclusion of Contract </strong>(1) Our offers are non-binding and subject to change. This also applies if we have provided the Buyer with catalogs, technical documentation (e.g., drawings, plans, calculations, cost estimates, references to DIN standards), other product descriptions, or documents – including in electronic form – to which we retain ownership and copyright. (2) The Buyer's order of Goods constitutes a binding contractual offer. Unless otherwise stated in the order, we are entitled to accept this contractual offer within 5 days of its receipt. (3) Acceptance may be declared either in writing (e.g., through an order confirmation) or by delivering the Goods to the Buyer.</li>
<li><strong> 3 Delivery Period and Delay in Delivery </strong>(1) The delivery period is individually agreed upon or specified by us upon acceptance of the order. (2) If we are unable to meet binding delivery deadlines due to circumstances beyond our control (non-availability of performance), we will inform the Buyer immediately and simultaneously provide the expected new delivery date. If performance remains unavailable within the new delivery period, we are entitled to withdraw from the contract in whole or in part. Any consideration already provided by the Buyer will be refunded without delay. A case of non-availability of performance includes, in particular, the failure of timely self-delivery by our supplier, provided that we have concluded a corresponding covering transaction. Our statutory rights of withdrawal and termination, as well as the statutory provisions regarding the handling of the contract in cases where performance is excluded (e.g., impossibility or unreasonableness of performance and/or subsequent performance), remain unaffected. The Buyer's rights of withdrawal and termination pursuant to § 8 of these GTC also remain unaffected. (3) The commencement of our delay in delivery is determined by statutory provisions. However, in all cases, a reminder from the Buyer is required. If we fall into delay, the Buyer may claim compensation for delay damages in the form of a lump sum. The lump sum for damages amounts to 0.5% of the net price (delivery value) per completed calendar week of delay but shall not exceed a total of 5% of the delivery value of the delayed Goods. We reserve the right to prove that the Buyer has suffered no damage or significantly less damage than the aforementioned lump sum.</li>
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<ul>
<li><strong> 4 Delivery, Transfer of Risk, Acceptance, Default of Acceptance </strong>(1) Delivery is made ex warehouse, which is also the place of performance. At the request and expense of the Buyer, the Goods will be shipped to another destination (shipment purchase). Unless otherwise agreed, we are entitled to determine the method of shipment (in particular, the transport company, shipping route, and packaging) at our discretion. (2) The risk of accidental loss and accidental deterioration of the Goods passes to the Buyer at the latest upon handover. In the case of a shipment purchase, however, the risk of accidental loss, accidental deterioration of the Goods, and the risk of delay pass to the Buyer upon delivery of the Goods to the carrier, freight forwarder, or any other person or institution designated to perform the shipment. Where acceptance is agreed, this is decisive for the transfer of risk. Otherwise, the statutory provisions of the law on contracts for work and services apply to the agreed acceptance. Handover or acceptance is equivalent if the Buyer is in default of acceptance. (3) If the Buyer is in default of acceptance, fails to cooperate, or if our delivery is delayed for other reasons attributable to the Buyer, we are entitled to claim compensation for the resulting damages, including additional expenses (e.g., storage costs). The amount of damages depends on the delivery value and the storage requirements of the Goods. Damages are calculated per calendar day, starting from the delivery deadline or – in the absence of a delivery deadline – from the notification of readiness for shipment, and will be communicated to the Buyer in writing in the event of default of acceptance. The right to prove higher damages and our statutory claims (in particular compensation for additional expenses, reasonable compensation, or termination) remain unaffected; however, the lump-sum damages will be credited against further monetary claims. The Buyer retains the right to prove that no damage or significantly less damage than the aforementioned lump sum was incurred.</li>
<li><strong> 5 Prices and Payment Terms </strong>(1) Unless otherwise agreed in individual cases, our prices valid at the time of contract conclusion apply. These are ex warehouse and subject to statutory value-added tax. (2) In the case of a shipment purchase (§ 4 para. 1), the Buyer bears the transport costs from the warehouse and the costs of any transport insurance requested by the Buyer. Any customs duties, fees, taxes, and other public charges are also borne by the Buyer. Transport and other packaging, in accordance with the Packaging Ordinance, are not returnable and become the property of the Buyer, except for pallets. (3) The purchase price is due and payable within the payment period specified in the order confirmation, commencing from the invoice date and delivery or acceptance of the Goods. (4) Upon expiry of the aforementioned payment period, the Buyer is in default. During the default period, the purchase price is subject to interest at the applicable statutory default interest rate. We reserve the right to assert further damages caused by the default. For merchants, our entitlement to the commercial maturity interest (§ 353 German Commercial Code, HGB) remains unaffected. (5) The Buyer is entitled to set-off or retention rights only to the extent that their claim is legally established or undisputed. In the event of delivery defects, § 7 para. 6 remains unaffected. (6) If, after the conclusion of the contract, it becomes apparent that our claim to the purchase price is at risk due to the Buyer's lack of financial capacity (e.g., through the filing of insolvency proceedings), we are entitled, under statutory provisions, to refuse performance and – if applicable, after setting a deadline – to withdraw from the contract (§ 321 German Civil Code, BGB). For contracts concerning the production of non-fungible goods (custom-made items), we may declare withdrawal immediately; the statutory provisions on the dispensability of setting a deadline remain unaffected.</li>
<li><strong> 6 Retention of Title </strong>(1) We retain ownership of the Goods sold until full payment of all our current and future claims arising from the purchase contract and ongoing business relationships (secured claims). (2) Goods subject to retention of title must not be pledged or transferred by way of security to third parties before full payment of the secured claims. The Buyer must notify us immediately in writing if and to the extent that third parties seize Goods owned by us. (3) In the event of the Buyer's breach of contract, particularly failure to pay the due purchase price, we are entitled to withdraw from the contract in accordance with statutory provisions and reclaim the Goods based on the retention of title and the withdrawal. If the Buyer fails to pay the due purchase price, we may exercise these rights only if we have set the Buyer a reasonable deadline for payment in advance without success, or if such a deadline is dispensable under statutory provisions. (4) The Buyer is authorized to resell and/or process the Goods subject to retention of title in the ordinary course of business. In this case, the following supplementary provisions apply: (a) The retention of title extends to the full value of the products created by processing, mixing, or combining our Goods, with us deemed the manufacturer. If third-party ownership rights remain after the processing, mixing, or combining with third-party Goods, we acquire co-ownership in proportion to the invoice value of the processed, mixed, or combined Goods. Otherwise, the same applies to the resulting product as to the Goods delivered under retention of title. (b) The Buyer hereby assigns to us, by way of security, all claims against third parties arising from the resale of the Goods or the product, either in full or in the amount of our co-ownership share pursuant to the preceding paragraph. We accept this assignment. The obligations of the Buyer set forth in para. 2 also apply concerning the assigned claims. (c) The Buyer remains authorized to collect the claim alongside us. We commit not to collect the claim as long as the Buyer meets their payment obligations to us, is not in default, no application for the opening of insolvency proceedings has been filed, and there is no other deficiency in their financial capacity. However, if this is the case, we may demand that the Buyer disclose to us the assigned claims and their debtors, provide all information required for collection, hand over the associated documents, and notify the debtors (third parties) of the assignment. (d) If the realizable value of the securities exceeds our claims by more than 10%, we will release securities of our choice at the Buyer's request.</li>
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<ul>
<li><strong> 7 Buyer’s Warranty Claims </strong>(1) The Buyer’s rights in cases of material defects and defects of title (including incorrect or short deliveries, improper assembly, or defective assembly instructions) are governed by statutory provisions unless otherwise specified below. Statutory special provisions for the final delivery of Goods to a consumer (supplier recourse as per §§ 478, 479 BGB) remain unaffected. (2) The basis of our liability for defects is primarily the agreement made regarding the quality of the Goods. Any product descriptions (including those of the manufacturer) expressly designated as such and provided to the Buyer prior to their order or included in the contract in the same way as these GTC are considered agreements on the quality of the Goods. (3) If no quality has been agreed, the existence of a defect shall be determined according to statutory provisions (§ 434 para. 1 sentences 2 and 3 BGB). However, we do not assume liability for public statements made by the manufacturer or other third parties (e.g., advertising claims). (4) The Buyer’s warranty claims require compliance with their statutory duties to inspect the Goods and notify us of defects (§§ 377, 381 HGB). If a defect becomes apparent during the inspection or later, the Buyer must promptly notify us in writing. "Promptly" means within two weeks, and timely dispatch of the notification suffices to meet the deadline. Regardless of the inspection and notification obligations, the Buyer must notify us in writing of obvious defects (including incorrect or short deliveries) within two weeks of delivery. Timely dispatch of this notification also suffices to meet the deadline. If the Buyer fails to conduct proper inspection and/or provide defect notification, our liability for the unreported defect is excluded. (5) If the delivered Goods are defective, the Buyer may initially choose between remedying the defect (repair) or delivery of non-defective Goods (replacement). If the Buyer does not specify their choice, we may set a reasonable deadline for the Buyer to make this selection. If the Buyer fails to make a choice within the deadline, the right of choice passes to us. (6) We are entitled to make the owed supplementary performance conditional on the Buyer paying the due purchase price. However, the Buyer may retain a portion of the purchase price that is proportionate to the defect. (7) The Buyer must grant us the necessary time and opportunity to perform the owed supplementary performance, including making the defective Goods available to us for inspection purposes. In the case of replacement delivery, the Buyer must return the defective Goods to us in accordance with statutory provisions. (8) We bear the expenses necessary for inspection and supplementary performance, including transport, travel, labor, and material costs, provided there is indeed a defect. However, if the Buyer’s request for defect remedy proves unjustified, we may demand reimbursement for the resulting costs. (9) In urgent cases, such as a risk to operational safety or to prevent disproportionate damage, the Buyer has the right to remedy the defect themselves and demand reimbursement of the objectively necessary expenses from us. The Buyer must notify us of such action without delay, preferably in advance. This self-remedy right does not apply if we are entitled to refuse corresponding supplementary performance under statutory provisions. (10) If supplementary performance fails, or if a reasonable deadline for supplementary performance set by the Buyer expires unsuccessfully, or if such a deadline is dispensable under statutory provisions, the Buyer may withdraw from the purchase contract or reduce the purchase price. However, withdrawal is not permitted in the case of a minor defect. (11) The Buyer’s claims for damages or reimbursement of futile expenses exist only in accordance with § 8 and are otherwise excluded.</li>
<li><strong> 8 Other Liability </strong>(1) Unless otherwise stipulated in these GTC, including the following provisions, we are liable for breaches of contractual and non-contractual obligations in accordance with the applicable statutory provisions. (2) We are liable for damages – regardless of the legal basis – in cases of intent and gross negligence. In cases of ordinary negligence, we are only liable: a) for damages resulting from injury to life, body, or health, and b) for damages arising from the breach of a fundamental contractual obligation (an obligation whose fulfillment is essential for the proper performance of the contract and on whose compliance the contractual partner regularly relies and may rely). In this case, our liability is limited to compensation for foreseeable, typically occurring damages. (3) The liability limitations specified in paragraph 2 do not apply if we have fraudulently concealed a defect or assumed a guarantee for the quality of the Goods. The same applies to the Buyer's claims under the Product Liability Act. (4) The Buyer may only withdraw from or terminate the contract due to a breach of duty that does not constitute a defect if we are responsible for the breach of duty. The Buyer’s right to freely terminate the contract (particularly under §§ 651, 649 BGB) is excluded. Otherwise, the statutory requirements and legal consequences apply.</li>
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<ul>
<li><strong> 9 Limitation Periods </strong>(1) Deviating from § 438 para. 1 no. 3 BGB, the general limitation period for claims arising from material defects and defects of title is one year from delivery. If acceptance has been agreed, the limitation period begins upon acceptance. (2) However, if the Goods constitute a building or an item that, in accordance with its usual use, was used for a building and caused its defectiveness (building material), the limitation period is five years from delivery, in accordance with statutory provisions (§ 438 para. 1 no. 2 BGB). Statutory special provisions for third-party claims for return of property (§ 438 para. 1 no. 1 BGB), in cases of the seller's fraudulent intent (§ 438 para. 3 BGB), and for claims under supplier recourse in the case of final delivery to a consumer (§ 479 BGB) remain unaffected. (3) The aforementioned limitation periods under sales law also apply to the Buyer’s contractual and non-contractual claims for damages that are based on a defect in the Goods, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would result in a shorter limitation period in an individual case. The limitation periods under the Product Liability Act remain unaffected in all cases. Otherwise, for the Buyer’s claims for damages under § 8, the statutory limitation periods apply exclusively.</li>
<li><strong> 10 Governing Law and Jurisdiction </strong>(1) These GTC and all legal relationships between us and the Buyer are governed by the laws of the Federal Republic of Germany, excluding all international and supranational (contractual) legal systems, in particular, the United Nations Convention on Contracts for the International Sale of Goods (CISG). The conditions and effects of the retention of title pursuant to § 6 are subject to the law at the location of the Goods, provided that the chosen application of German law is invalid or impermissible under that law. (2) If the Buyer is a merchant as defined by the German Commercial Code (HGB), a legal entity under public law, or a special fund under public law, the exclusive – including international – place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is our business headquarters in Bielefeld. However, we are also entitled to bring an action at the Buyer's general place of jurisdiction.</li>
</ul>
<p> </p>
<p>Version: June 2013</p>
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